Boil about a pound of macaroni noodles (enough to fill an 8×8 pan) until al dente in salted water. Strain and pour into the 8×8 pan.

Make a roux by whisking the flour and butter together on medium low heat. Make sure to constantly whisk as to not burn. When it turns thick and chowder-like, add a bit of milk and whisk again.

Begin adding the cheese about a half a cup at a time. Keep stirring with a wooden spoon so the oil doesn’t separate from the cheese and the cheese doesn’t turn into a large blob. Alternate adding cheese a milk until it forms a delicious cheese sauce and a little thinner than nacho cheese.

Pour the cheese sauce directly over the noodles in the pan, and mix a bit to ensure all the noodles get cover.

Sprinkle the top with some more shredded cheese and place in the oven for about 15 minutes. This gets all the cheese to melt over the noodles.

Put the pan under the broiler for about 10 minutes until the top gets nice and crispy. You’ll hear it crackling in the over, and this is the part that everyone loves the best.